<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GREATER COMMUNITY BANCORP
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
1) Title of each class of securities to which transaction
applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction
pursuant to Exchange Act Rule 0-11: (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
5) Total fee paid:
.......................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount previously paid:
.......................................................................
2) Form, Schedule or Registration Statement No.:
.......................................................................
3) Filing Party:
.......................................................................
4) Date Filed:
.......................................................................
<PAGE> 2
GREATER COMMUNITY BANCORP
55 UNION BOULEVARD
TOTOWA, NEW JERSEY 07512
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 1998
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders (the "Annual
Meeting") of Greater Community Bancorp (the "Corporation") will be held at the
Corporation's headquarters located at 55 Union Boulevard, Totowa, New Jersey, at
4:00 p.m. on Tuesday, April 21, 1998, to consider and act upon the following
matters:
1. The election of three directors to serve for three-year terms as
described in the accompanying Proxy Statement.
2. The transaction of such other business as may properly come before the
Annual Meeting or any adjournments thereof. The Board of Directors is
not aware of any other business to come before the Annual Meeting.
Action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. Only
stockholders of record at the close of business on March 1, 1998, are entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof.
A Proxy Card and a Proxy Statement relating to the Annual Meeting are
enclosed. You are requested to fill in and sign the enclosed Proxy Card which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. Stockholders are cordially invited to attend the meeting in person. If
you attend the Annual Meeting and vote in person, the enclosed Proxy Card will
not be used.
By order of the Board of Directors,
Edith A. Leonhard, Secretary
Totowa, New Jersey
March 13, 1998
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 3
PROXY STATEMENT OF
GREATER COMMUNITY BANCORP
55 UNION BOULEVARD
TOTOWA, NEW JERSEY 07512
973-942-1111
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1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 1998
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Greater Community Bancorp (the
"Corporation") to be used at the 1998 Annual Meeting of Stockholders of the
Corporation (the "Annual Meeting") to be held at the Corporation's headquarters
located at 55 Union Boulevard, Totowa, New Jersey on Tuesday, April 21, 1998 at
4:00 p.m. The accompanying Notice of Annual Meeting and form of Proxy and this
Proxy Statement are being first mailed to stockholders on or about March 13,
1998.
- --------------------------------------------------------------------------------
PURPOSES OF ANNUAL MEETING; VOTING AND REVOCABILITY OF PROXIES
- --------------------------------------------------------------------------------
PURPOSES OF THE ANNUAL MEETING
Only one matter will be presented at the Annual Meeting to be considered
and voted upon. This is the election of directors (see "PROPOSAL ONE--ELECTION
OF DIRECTORS").
Except for this matter, the Board of Directors does not know of any other
matter to be presented for consideration at the Annual Meeting. Should any other
matter come before the Annual Meeting, however, the persons named in the
accompanying Proxy will have the discretionary authority to vote all Proxies
with respect to any such other matter in accordance with their judgment.
QUORUM; VOTES REQUIRED
The presence at the Annual Meeting, in person or by proxy, of shares
entitled to cast a majority of the votes constitutes a quorum. Each share of
Common Stock is entitled to one vote on each matter to come before the Annual
Meeting. Directors shall be elected by a plurality of the votes cast, in person
or by proxy, by the holders of shares entitled to vote at the Annual Meeting.
Approval of any other matters to come before the Annual Meeting will require the
affirmative vote of a majority of the votes cast, in person or by proxy, by the
holders of Common Stock entitled to vote at the Annual Meeting.
VOTING OF PROXY
Proxies solicited by the Board of Directors will be voted in accordance
with the directions given therein. WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES
WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS SET FORTH BELOW. The proxy confers
discretionary authority on the persons named in the proxy to vote with respect
to the election of any person as director where the nominee is unable to serve
or for good cause will not serve, and with respect to matters incident to the
conduct of the Annual Meeting. If any other business is presented at the Annual
Meeting, proxies will be voted by those named therein in their discretion.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions or
as broker no votes will, however, be treated as shares present for purposes of
determining whether a quorum is present.
<PAGE> 4
REVOCABILITY OF PROXY
Stockholders who execute proxies retain the right to revoke them at any
time prior to the voting thereof. Unless so revoked, the shares represented by
properly executed proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies may be revoked by written notice to the
Corporation's Secretary at the above address or by the filing of a later dated
proxy prior to a vote being taken on a particular proposal at the Annual
Meeting. A proxy will not be voted if a stockholder attends the Annual Meeting
and votes in person. A stockholder's mere presence at the Annual Meeting will
not revoke such stockholder's proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------
The securities entitled to vote at the Annual Meeting consist of the
Corporation's common stock, $1.00 par value per share (the "Common Stock"). Only
stockholders of record of Common Stock on March 1, 1998 (the "Record Date") are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. As of the close of business on December 31, 1997, 2,647,016 shares of
Common Stock were issued and outstanding.
The Corporation knows of no individual or group which beneficially owned
more than 5% of the Common Stock on the Record Date, other than John L.
Soldoveri, who is a director of the Corporation. Details of Mr. Soldoveri's
stock ownership as of December 31, 1997 are set forth below (see "PROPOSAL
ONE--ELECTION OF DIRECTORS--Security Ownership of Management").
PROPOSAL ONE
ELECTION OF DIRECTORS
Under the Corporation's Certificate of Incorporation, directors are
divided into three classes and elected for terms of three years and until their
successors are elected and qualified. Each class of directors is to consist, as
nearly as may be, of one-third of the number of directors then constituting the
whole Board. The Corporation's Board of Directors is currently comprised of nine
members, two of whom have terms which end upon the election of their successors
at the Annual Meeting. The remaining seven directors have terms which will
continue beyond the Annual Meeting.
For the coming year the Board of Directors has fixed the total number of
directors at ten. Three persons are to be elected for terms of three years as
described below. Under New Jersey law, directors are elected by a plurality of
the votes present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors.
The Board of Directors, which has no nominating committee, has nominated
Anthony M. Bruno, Jr., George E. Irwin and Alfred R. Urbano, for election for
terms of three years and until their respective successors are elected and have
qualified. Messrs. Bruno and Irwin are members of the current Board whose terms
expire in 1998. Mr. Urbano is a consultant to the Board and was previously a
Director.
Other nominations may be made pursuant to the Corporation's Bylaws, which
require, among other things, that advance written notice of any such nomination
be delivered or mailed to the Chairman of the Board of the Corporation. Any such
written nomination shall be delivered or mailed not less than 14 days prior to
the Annual Meeting, that is, on or before April 7, 1998, provided, that if less
than 21 days' notice of the Annual Meeting is given to stockholders, then such
nomination shall be mailed or delivered to the Chairman of the Board not later
than the close of business on the seventh day following the day on which the
Notice of Annual Meeting was mailed.
The Corporation's Bylaws permit the Board of Directors to increase the
number of directors by not more than two members, and to fill the vacancies
created by such increase, between Annual Meetings of Stockholders. In the event
of
2
<PAGE> 5
any such increase in the number of directors by the Board, the terms of the
directors filling such vacancies shall be fixed by the Board in such manner as
to result in each class consisting, as nearly as may be, of one-third of the
number of directors then constituting the whole Board as so increased. A
director elected by the Board to fill a vacancy created in such manner will
serve only until the next Annual Meeting of Stockholders, at which time the
stockholders will elect such director's successor for the succeeding term, or if
applicable, for the remaining portion of the full term previously fixed by the
Board. The Board of Directors has no plans at the present time to make any such
increase and fill vacancies prior to the Annual Meeting.
It is intended that the persons named as proxies in the Proxy Cards
solicited by the Board of Directors will vote for the election of the named
nominees. If any nominee is unable to serve, the shares represented by all
properly executed proxies which have not been revoked will be voted for the
election of such substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this time the Board
knows of no reason why any nominee might be unable to serve.
The following table sets forth, for each nominee and each continuing
director, his name, age as of the Record Date and the year he first became a
director of the Corporation. The table also sets forth the names, ages and
positions of the Corporation's current executive officers and the year each was
first elected to his current position. Each director of the Corporation is or
was also a member of the Board of Directors of either Great Falls Bank (GFB) or
Bergen Commercial Bank (BCB), as indicated on the table.
BOARD NOMINEES FOR THREE-YEAR TERMS EXPIRING AT ANNUAL MEETING IN 2001
<TABLE>
<CAPTION>
Age as of First year as a
Name Record Date Director of Corporation
------------------------------------------------------- -----------------------
<S> <C> <C>
Anthony M. Bruno, Jr. (BCB) 43 1995
George E. Irwin (GFB) 54 1987
Alfred R. Urbano (GFB) 51 1986
</TABLE>
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
First Year as a
Age as of Director of Year of Expiration
Name Record Date Corporation of Term as a Director
----- ----------- ------------ ---------------------
<S> <C> <C> <C>
C. Mark Campbell (BCB) 47 1995 1999
Joseph A. Lobosco (GFB) 63 1990 1999
John L. Soldoveri (GFB) 73 1985 1999
Charles J. Volpe (BCB) 60 1995 1999
M. A. Bramante (GFB) 65 1985 2000
Robert J. Conklin (GFB) 59 1985 2000
William T. Ferguson (GFB) 55 1985 2000
</TABLE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Age as of Year First Elected to
Name Office Record Date Current Office
---------------------------------- -------- ------------- ---------------
<S> <C> <C> <C>
John L. Soldoveri Chairman and Chief Executive Officer 73 1985
Anthony M. Bruno, Jr. Vice Chairman 43 1995
George E. Irwin President and Chief Operating Officer 54 1995
C. Mark Campbell Executive Vice President 47 1995
Naqi A. Naqvi Treasurer 41 1987
</TABLE>
3
<PAGE> 6
Presented below is certain additional information concerning the directors
and executive officers of the Corporation.
M. A. Bramante, a retired orthodontist, was the President of M.A.
Bramante, D.D.S., P.A. from 1960 to 1996. He has served as a founding director
of both the Corporation and Great Falls Bank since 1985.
Anthony M. Bruno, Jr. was appointed as a director and Vice Chairman of the
Board of Directors of the Corporation at the end of 1995 in connection with the
Corporation's acquisition of Bergen Commercial Bank. Mr. Bruno has been Chairman
of the Board of Bergen Commercial Bank since 1987. Prior thereto Mr. Bruno was a
founding director of the Corporation and Great Falls Bank in 1985, positions
from which he resigned in 1987 when Bergen Commercial Bank was formed. Mr. Bruno
is a senior partner of Bruno, DiBello & Co., L.L.C., Certified Public
Accountants. Mr. Bruno is a minority partner in Anjo Realty, which invests in
real estate. Mr. Bruno is a nephew of Mr. Soldoveri and is Mr. Campbell's
brother-in-law.
C. Mark Campbell was appointed as a director and Executive Vice President
of the Corporation at the end of 1995 in connection with the Corporation's
acquisition of Bergen Commercial Bank. He has acted as President and Chief
Executive Officer and a director of Bergen Commercial Bank since 1987. Mr.
Campbell is Mr. Bruno's brother-in-law.
Robert J. Conklin was President of The Conklin Corporation, which is
engaged in construction and engineering, from 1960 until 1996. He is President
of an electronics firm, Crystal Accel. He has been a founding director of both
the Corporation and Great Falls Bank since 1985.
William T. Ferguson has been the Vice President of Ted Car, Inc., an auto
wholesaler, since 1977. In April of 1997, he became the owner of Siam Garden
Restaurant in Boca Raton, Florida, serving Asian/Continental cuisine. He has
served as a founding director of both the Corporation and Great Falls Bank since
1985.
George E. Irwin was appointed as the President and Chief Operating Officer
of the Corporation at the end of 1995. Prior thereto Mr. Irwin had served since
1987 as the Corporation's Vice President. He has also been the President and
Chief Executive Officer of Great Falls Bank since 1987. During 1986 Mr. Irwin
was Great Falls Bank's Executive Vice President, Treasurer, and Senior Loan
Officer. He has been a director of both the Corporation and Great Falls Bank
since 1987.
Joseph A. Lobosco retired at the end of 1994 as the Senior Partner of
Joseph Lobosco & Sons, an insurance agency, of which he had been a partner since
1961. He has served as a director of both the Corporation and Great Falls Bank
since 1990.
John L. Soldoveri is the Chairman of the Board of Directors and Chief
Executive Officer of the Corporation. He also acted as the Corporation's
President from 1985 until the end of 1995. Mr. Soldoveri has been a founding
director of both the Corporation and Great Falls Bank since 1985. Mr. Soldoveri
was President of Soldoveri Agency and Rhodes Agency, Inc., real estate brokerage
and insurance agency firms, for many years until 1991. He has served as Vice
President of both companies since 1991. Mr. Soldoveri has been the controlling
partner in Anjo Realty since 1980 and is an active investor in real estate,
directly and through various entities. Mr. Soldoveri is Mr. Bruno's uncle.
Charles J. Volpe was appointed as a director of the Corporation at the end
of 1995 in connection with the Corporation's acquisition of Bergen Commercial
Bank. Mr. Volpe is the chief executive officer of J.P. Patti Company (roofing).
He has been a director of Bergen Commercial Bank since 1987.
Naqi A. Naqvi has been the Corporation's Treasurer since 1988, and Vice
President and Treasurer of Great Falls Bank since 1987.
Alfred R. Urbano, one of the three nominees for election as a Director,
has been a consultant to the Boards of Directors of the Corporation and Great
Falls Bank since April 1997. In that capacity he attends and participates in
meetings of the Boards of Directors of the Corporation and Great Falls Bank and
various committees thereof at their invitation. Mr. Urbano has been the
President of Rubicon Realty Corp., a real estate investment firm, since 1980.
Mr. Urbano served as a director of both the Corporation and Great Falls Bank
from 1986 until mid-1997.
4
<PAGE> 7
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
The Corporation's Board of Directors conducts its business through
meetings of the Board of Directors and its committees. The Board meets monthly
on a regular basis and may also have special meetings. During the year ended
December 31, 1997, the Corporation's full Board held 14 meetings. No director
attended fewer than 75% in the aggregate of the total number of Board meetings
held during 1997 and the total number of meetings held by committees on which he
served during such year.
The standing committees of the Board are the Executive Committee, the
Management Coordinating Committee, the Audit Committee, the Insurance Committee
and the Stock Option Committee. The Executive Committee is comprised of the
Chairman, the Vice Chairman, the President and three additional members proposed
by the Chairman and appointed by the Board. The Executive Committee currently
has five members, Messrs. Soldoveri, Bruno, Irwin, Bramante and Conklin. The
Executive Committee may exercise the powers of the full Board in the management
of the business and the affairs of the Corporation, except for major actions,
such as Bylaw amendments, unless otherwise provided by a resolution of a
majority of the whole Board. The Executive Committee met 16 times during 1997.
The Management Coordinating Committee is comprised of the Vice Chairman,
the President and such additional members as are recommended by the Chairman and
approved by the Board. The Management Coordinating Committee currently has three
members, Messrs. Bruno, Campbell and Irwin. The primary duties of the Management
Coordinating Committee are to coordinate the management and operations of the
Corporation's subsidiaries and to recommend, to the full Board and the Executive
Committee, policies relating to the operation of the subsidiaries, with a view
to providing uniformity where appropriate. Under the Bylaws, the Management
Coordinating Committee is to meet at least monthly. Such Committee met 29 times
during 1997.
The Audit Committee consists of Messrs. Bramante (Chairman), Bruno,
Soldoveri and Volpe. Such Committee met three times during 1997. The Audit
Committee performs the following customary functions: (i) recommending to the
Board of Directors the appointment of the Corporation's independent auditors;
(ii) reviewing and approving in advance for each year the audit and non-audit
services and fees of such auditors; (iii) meeting separately and privately with
the independent auditors and the Corporation's internal auditor, if any, to
insure that the scope of their activities has not been restricted, and to
consider other matters generally pertaining to their examinations; (iv)
reviewing the adequacy of internal financial and accounting controls and the
results of the auditors' examinations thereof; (v) reviewing matters relating to
corporate financial reporting and accounting policies and procedures; and (vi)
reporting its findings on any of the above to the Board of Directors, as
appropriate.
The directors on the Insurance Committee are Messrs. Bruno, Lobosco and
Soldoveri. This committee reviews the Corporation's insurance needs and approves
policies issued to the Corporation. This committee did not meet in 1997.
The Board also has a standing Stock Option Committee. During 1997 this
committee was comprised of Messrs. Bramante, Conklin, Ferguson and Volpe. The
Stock Option Committee grants options under, and otherwise administers, the 1996
Employee Stock Option Plan. The Stock Option Committee also makes
recommendations to the Board concerning matters relating to other stock options
which may be granted by the Corporation. Such Committee did not meet during
1997.
Except for the above five standing committees, there were no nominating,
compensation, or other committees of the Corporation's Board of Directors in
existence during 1997. The full Board thus in effect acted as such committees.
In addition, six of the Corporation's directors served as directors of
Great Falls Bank, and in that capacity various Board members also served on
committees of Great Falls Bank's Board of Directors and through these committees
coordinated the functions of the Corporation and Great Falls Bank. During 1997,
committees of Great Falls Bank's Board
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<PAGE> 8
included the Audit Committee, the Loan Committee, the Personnel Committee, the
Business Development and Marketing Committee, the Investment Committee, and the
Security and Insurance Committee.
Similarly, three of the Corporation's directors served as directors of
Bergen Commercial Bank, and in that capacity they served on committees of Bergen
Commercial Bank's Board of Directors. During 1997, committees of Bergen
Commercial Bank's Board included the Audit/Examining Committee, the Executive
Committee, the Investment/Financial Committee, the Loan Committee, the
Personnel/Compensation Committee, and the Marketing Committee.
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION AND OTHER BENEFITS
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
The following table summarizes compensation earned or awarded during the
years ended December 31, 1997, 1996 and 1995 to the Corporation's Chief
Executive Officer and its other executive officers whose total salary and bonus
in 1997 exceeded $100,000.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
- -----------------------------------------------------------------------------------------------------------------
Salary Bonus Other Annual Stock Options
Name and Principal Position in 1997 Year ($) ($) Compensation ($) Awarded (#)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
JOHN L. SOLDOVERI 1997 - - 70,987 (2) -0-
Chairman and CEO of the Corporation 1996 - - 32,035 (2) 3,630
1995 - - 19,100 (2) 3,993
- ------------------------------------------------------------------------------------------------------------------------------------
GEORGE E. IRWIN 1997 157,500 - 111,286 (3) -0-
President and COO of the Corporation 1996 149,997 - 36,509 (3) 48,400
and President and CEO Great Falls Bank 1995 135,035 10,000 39,557 (3) -
- ------------------------------------------------------------------------------------------------------------------------------------
C. MARK CAMPBELL 1997 149,827 - 53,765 (4) -0-
Executive Vice President of the 1996 140,000 - 45,431 (4) 48,400
Corporation and President and CEO of 1995 139,812 12,000(4) 10,518 (4) -
Bergen Commercial Bank
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The numbers of shares underlying stock options awarded in 1996 and 1995
have been adjusted to reflect increases in such shares resulting from the
Corporation's payment of stock dividends after the awards.
(2) These amounts paid to Mr. Soldoveri primarily represent fees paid for
attendance at meetings of the Board of Directors of Great Falls Bank and
committees of that Board. They also include stipends aggregating $14,000,
$12,000 and $9,000 during 1997, 1996 and 1995, respectively, and
compensation of $41,112, $7,810, and $6,808, respectively, realized upon
Mr. Soldoveri's exercise of stock options during those years.
(3) These amounts include employer contributions on behalf of Mr. Irwin to the
Corporation's 401K Plan ($24,543 for 1997, $23,351 for 1996 and $20,370
for 1995). These amounts also include auto allowances aggregating $10,800
for 1997, $10,350 for 1996 and $9,000 for 1995, life insurance benefits
valued at $2,016 for 1997, $2,358 for 1996 and $1,187 for 1995, and
compensation of $73,926 upon the exercise of stock options in 1997.
(4) Other Annual Compensation for 1997, 1996 and 1995 is comprised of $10,017,
$7,112 and $6,673, respectively, realized upon Mr. Campbell's exercise of
options to purchase Common Stock, $10,800 for 1997 and $9,000 for 1996 for
auto allowance, $2,062 for 1995 in auto expense reimbursement, and $9,781
for 1997, $9,163 for 1996 and $1,783 for 1995 for life insurance benefits.
The 1997 and 1996 amounts also include employer contributions of $23,166
and $20,156, respectively, to the Corporation's 401K Plan on Mr.
Campbell's behalf. Mr. Campbell's compensation for 1995 was paid by Bergen
Commercial Bank prior to the Corporation's acquisition of that bank
subsidiary, and is included in the table above because that acquisition at
the end of 1995 was accounted for on a pooling of interests basis.
6
<PAGE> 9
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE
No stock options were granted to executive officers during 1997. The
following table sets forth aggregated information with respect to the named
executive officers concerning their exercises of options during 1997 and
unexercised options held on December 31, 1997.
<TABLE>
<CAPTION>
Number of Shares Underlying Dollar Value of Unexercised
Unexercised Options at In-the-Money
Fiscal Year End Options at Fiscal Year End (1)
- -------------------------------------------------------------- -------------------------------- ----------------------------------
# of Shares
Acquired on Value Exercisable (E)/ Exercisable (E)/
Name Exercise Realized ($) Unexercisable (U) Unexercisable (U)
- ---------------------- -------------------- ---------------- -------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
145 (E) $ 1,493 (E)
John L. Soldoveri 3,993 $41,112 3,485 (U) $ 18,049 (U)
- ---------------------- -------------------- ---------------- -------------------------------- ----------------------------------
3,883 (E) $ 28,981 (E)
George E. Irwin 5,972 $73,926 60,560 (U) (2) $385,542 (U)
- ---------------------- -------------------- ---------------- -------------------------------- ----------------------------------
1,936 (E) $ 10,027 (E)
C. Mark Campbell 1,004 $10,017 46,464 (U) $240,637 (U)
- ---------------------- -------------------- ---------------- -------------------------------- ----------------------------------
</TABLE>
(1) All unexercised options held by the named individuals were "in-the-money"
at the end of 1997. The year-end values of such options have been
calculated as the difference between (a) $19.125, the value of shares
subject to such options using the mean between the bid and asked prices
per share of the Common Stock at the close of business on December 31,
1997, the last business day of 1997, as quoted by Ryan, Beck & Co., a
principal market maker in the Common Stock, and (b) the aggregate price
payable to the Corporation upon exercise of such options.
(2) The exercisability of 13,627 of Mr. Irwin's 60,560 options which were
unexercisable at December 31, 1997 is subject to the further condition
that the Corporation achieve certain annual performance standards.
CERTAIN AGREEMENTS
In December 1987 the Corporation entered into an agreement to continue Mr.
Irwin's employment as Vice President of the Corporation and President and Chief
Executive Officer of Great Falls Bank. The agreement was for an initial period
of one year commencing January 1, 1988, subject to provisions for earlier
termination and for annual extensions. Effective at the beginning of 1996, Mr.
Irwin was elected President and Chief Operating Officer of the Corporation. His
agreement has been extended for 1998 at an annual salary of $170,000, plus an
auto allowance of $900 per month and certain other benefits.
DIRECTORS' COMPENSATION
The Corporation compensates its nonemployee directors through a
combination of cash fees based upon directors meetings attended and the grant of
stock options. The Corporation's nonemployee directors are also compensated for
attending meetings of the respective Boards of the subsidiary banks of which
they are directors.
During 1997 the Corporation's nonemployee directors were compensated for
services rendered in that capacity at the rate of $350 per meeting attended and
$150 for each meeting of the Executive Committee. In addition, each director of
each Bank was paid a stipend of $2,000 at the beginning of 1997. The Corporation
paid a total of $43,325 to its nonemployee directors for 1997 in that capacity.
During 1997 Great Falls Banks' nonemployee directors were compensated $350
for each meeting of the Board of Great Falls Bank attended, $100 for each Loan
Committee meeting attended, and $75 for each meeting attended of each other
committee of Great Falls Bank's Board. Great Falls Bank paid a total of $53,000
in directors fees during 1997 to all nonemployee directors of Great Falls Bank
for acting in those capacities, of which $29,675 was paid to those Bank
directors who are also nonemployee directors of the Corporation.
7
<PAGE> 10
During 1997 Bergen Commercial Banks' nonemployee directors were
compensated $350 for each Board meeting attended. Bergen Commercial Bank's
nonemployee directors were also compensated $100 for each Loan Committee Meeting
and $75 for each committee meeting which they attended. Bergen Commercial Bank
paid a total of $42,900 in directors fees during 1997 to all nonemployee
directors of Bergen Commercial Bank for acting in those capacities, of which
$20,100 was paid to those Bank directors who are also nonemployee directors of
the Corporation.
No stock options were granted to nonemployee directors during 1997. During
1997, certain directors exercised some of the stock options granted to them
before 1997. Stock option information regarding Messrs. Soldoveri, Irwin and
Campbell is presented in the tables above regarding executive compensation. The
following table summarizes cash compensation earned during 1997 by the
Corporation's directors other than Messrs. Soldoveri, Irwin and Campbell.
Meeting fees primarily include fees paid for attending meetings of the
Corporation, its bank subsidiaries and committees thereof. The table also
provides information about the dollar value which certain directors realized
upon the exercise during 1997 of stock options, calculated as the difference
between the value of shares subject to the exercised options (using the mean
between the bid and asked prices per share of the Common Stock at the close of
business on the date of exercise, as quoted by Ryan, Beck & Co., a principal
market maker in the Common Stock), and the aggregate amount paid to the
Corporation upon exercise. In addition, the table presents information regarding
the number of shares underlying unexercised options as well as the dollar value
of unexercised options at the end of 1997.
<TABLE>
<CAPTION>
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
Options Granted Number of Shares Dollar Value of Unexercised
on Common Stock Underlying Unexercised in-the-Money Options at
Cash Compensation during 1997 Options at Fiscal Year End Fiscal Year End (1)
---------------------------------------------------------------------------------------------------------
Meeting Value Realized
Fees & Other on Exercise Number of Exercisable (E)/ Exercisable (E)/
Name ($) of Stock Options ($) Shares Unexercisable (U) Unexercisable (U)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
M. A. Bramante $13,725 $41,945 -0- 3,485 (U) $ 18,049 (U)
- --------------------------------------------------------------------------------------------------------------------------------
2,420 (E) $ 12,533 (E)
Anthony M. Bruno, Jr. $34,100(2) n/a -0- 58,050 (U) $300,793 (U)
- --------------------------------------------------------------------------------------------------------------------------------
145 (E) $ 1,493 (E)
Robert J. Conklin $12,575 $40,863 -0- 3,485 (U) $ 18,049 (U)
- --------------------------------------------------------------------------------------------------------------------------------
145 (E) $ 1,493 (E)
William T. Ferguson $10,050 $43,857 -0- 3,485 (U) $ 18,049 (U)
- --------------------------------------------------------------------------------------------------------------------------------
Joseph A. Lobosco $14,425 $8,195 -0- 3,485 (U) $ 18,049 (U)
- --------------------------------------------------------------------------------------------------------------------------------
145 (E) $ 1,493 (E)
Charles J. Volpe $17,150 n/a -0- 3,485 (U) $ 18,049 (U)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All unexercised options held by the named individuals were "in-the-money"
at the end of 1997. The year-end values of such options have been
calculated as the difference between (a) $19.125, the value of shares
subject to such options using the mean between the bid and asked prices
per share of the Common Stock at the close of business on December 31,
1997, the last business day of 1997, as quoted by Ryan, Beck & Co., a
principal market maker in the Common Stock, and (b) the aggregate price
payable to the Corporation upon exercise of such options.
(2) The amounts paid to Mr. Bruno include an annual stipend of $15,000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The building in which the Corporation's offices and Great Falls Bank's
main branch are situated is owned by Anjo Realty, a partnership in which Mr.
Soldoveri, Chairman of the Board and Chief Executive Officer of the Corporation,
has a 51% interest, and Mr. Bruno, Vice Chairman of the Corporation, has a 14%
interest. The leased premises during 1997 consisted of 13,973 square feet at an
annual rental of $192,630. Pursuant to the lease, the annual rent increased to
$209,595 effective January 1, 1998 as a result of an increase during 1997 in the
portion of the building being used for office purposes.
8
<PAGE> 11
The Corporation provides a liability insurance policy for all of its
officers and directors and the officers and directors of the two bank
subsidiaries. Coverage is provided by a policy issued by a major insurance
company in the aggregate amount of $3,000,000, with a standard deductible amount
per claim. The policy also insures the Corporation against amounts paid by it to
indemnify directors and officers. The premium for the policy covering the
Corporation and its bank subsidiaries for 1997 was $22,208.
Directors and officers of the Corporation and their associates were
customers of and had transactions with both Great Falls Bank and Bergen
Commercial Bank during 1997, and it is expected that they will continue to have
such transactions in the future. All deposit accounts, loans and commitments
comprising such transactions were made in the ordinary course of business of the
respective subsidiary banks on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and in the opinion of management did not
involve more than normal risks of collectibility or present other unfavorable
features. At December 31, 1997, the total amount of loans outstanding from Great
Falls Bank and Bergen Commercial Bank in the aggregate to the executive officers
and directors of the Corporation was $4,432,105 which represented 15.1% of the
Corporation's consolidated stockholders' equity on that date. At that date,
Great Falls Bank and Bergen Commercial Bank in the aggregate also had
commitments to extend credit under revolving lines of credit, totaling $985,198
at various rates, to the Corporation's directors, executive officers and their
affiliates.
- --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF MANAGEMENT
- --------------------------------------------------------------------------------
The following table sets forth information concerning beneficial ownership
of Common Stock on December 31, 1997 by each director and executive officer of
the Corporation and Mr. Urbano and by such persons as a group. All such persons
have an address c/o Greater Community Bancorp, 55 Union Boulevard, Totowa, New
Jersey 07512. All shares of a named person are deemed to be subject to that
person's sole voting power and sole investment power unless otherwise indicated.
<TABLE>
<CAPTION>
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership(*) Percent of Class(**)
- ------------------------------------------- -------------------------------------------- -----------------------------
<S> <C> <C>
M. A. Bramante 74,455 (a) 2.81%
Anthony M. Bruno, Jr. 30,381 (b) 1.14%
C. Mark Campbell 42,153 (c) 1.59%
Robert J. Conklin 69,364 (d) 2.62%
William T. Ferguson 25,280 (e) .95%
George E. Irwin 63,245 (f) 2.38%
Joseph A. Lobosco 28,082 (g) 1.06%
John L. Soldoveri 227,593 (h) 8.60%
Charles J. Volpe 31,292 (i) 1.18%
Naqi A. Naqvi 5,177 (j) 0.20%
Alfred R. Urbano 125,048 4.72%
- ------------------------------------------- ---------------------------- -------------- -----------------------------
All directors and executive officers and Mr.
Urbano, as a group (11 in number) 722,070 (a)-(k) 26.97%
- ------------------------------------------- ---------------------------- -------------- -----------------------------
</TABLE>
9
<PAGE> 12
(*) Unless otherwise noted, all shares are owned of record and beneficially by
the named person. Beneficially owned shares include shares over which the
named person exercises either sole or shared voting power or sole or
shared investment power. It also includes shares (i) owned by a spouse,
minor children or by relatives sharing the same home, (ii) owned by
entities owned or controlled by the named person, and (iii) with respect
to which the named person has the right to acquire such shares within 60
days by the exercise of any right or option. In accordance with the
Securities and Exchange Commission's rules relating to the computation of
beneficial ownership, the percentage of common stock beneficially owned by
a person or group assumes the exercise of options held by such person or
group but the nonexercise of options held by all other persons.
(**) Based upon 2,647,016 shares issued and outstanding on December 31, 1997.
(a) Includes 57,976 shares held in Dr. Bramante's self-directed IRA, 12,898
shares held by Dr. Bramante's wife and 435 shares which Dr. Bramante has
the beneficial right to acquire pursuant to stock options held by Dr.
Bramante.
(b) Includes 5,456 shares held in Mr. Bruno's self-directed IRA, 4,326 shares
held by his wife, and 7,260 shares held subject to stock options.
(c) Includes 9,653 shares held in a 401K Plan, 2,240 shares held in a
self-directed IRA, 2,188 shares held jointly with a family member, 5,805
shares held subject to stock options, and 1,638 shares held by a trust of
which Mr. Campbell is a trustee. Mr. Campbell disclaims beneficial
ownership of the 1,638 shares held by such trust.
(d) Includes 24,454 shares held by a corporation owned by Mr. Conklin and his
wife and 5,060 shares owned by his wife. Also includes 435 shares which
Mr. Conklin has the beneficial right to acquire pursuant to stock options.
(e) Includes 435 shares subject to stock options, 2,284 shares owned by Mr.
Ferguson's children, and 2,255 shares owned by a corporation of which Mr.
Ferguson is a shareholder. Mr. Ferguson disclaims beneficial ownership of
the shares held by such corporation except his pro rata interest therein,
consisting of 1,128 shares.
(f) Includes 1,569 shares owned by a corporation controlled by Mr. Irwin,
2,743 shares held in a 401K Plan, and the right to acquire 12,854 shares
pursuant to stock options.
(g) Includes 9,539 shares owned by Mr. Lobosco's wife and Mr. Lobosco's right
to acquire 290 shares pursuant to stock options.
(h) Includes 37,700 shares owned by Mr. Soldoveri's wife and 435 shares which
Mr. Soldoveri has the right to acquire pursuant to stock options. Also
includes 1,977 shares owned by a charitable foundation of which Mr.
Soldoveri is a Director. Mr. Soldoveri disclaims beneficial ownership of
all shares owned by the charitable foundation.
(i) Includes Mr. Volpe's right to acquire 435 shares pursuant to stock options
and 1,650 shares owned by a partnership. Mr. Volpe disclaims beneficial
ownership of 825 shares owned by the partnership.
(j) Includes 224 shares in a 401K Plan and Mr. Naqvi's right to acquire 1,691
shares pursuant to stock options.
(k) The total for all directors and executive officers includes the right to
acquire 140,846 shares pursuant to stock options.
10
<PAGE> 13
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Based upon a review of copies of Forms 3 and 4 and amendments thereto
filed with the Corporation during 1997 and Forms 5 and amendments thereto
furnished to the Corporation with respect to 1997, five directors subject during
1997 to the reporting requirements of Section 16 of the 1934 Act (relating to
changes in beneficial ownership of the Corporation's Common Stock) failed to
file on a timely basis one or more reports which they were required to file with
respect to transactions in Common Stock during 1997. The following table sets
forth for each such person the number of late reports and the number of
transactions that were not reported on a timely basis. The Corporation is not
aware of any failure to file a required Form.
<TABLE>
<CAPTION>
Name of Reporting Person No. of Late Reports No. of Transactions
------------------------ ------------------- -------------------
<S> <C> <C>
Anthony M. Bruno, Jr. 1 1
Robert J. Conklin 1 3
William T. Ferguson 1 1
Joseph A. Lobosco 1 1
Charles J. Volpe 1 2
</TABLE>
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
Any proposal of a stockholder which is intended to be presented at the 1999
Annual Meeting of Stockholders must be received by the Corporation for inclusion
in next year's Proxy Statement on or before December 17, 1998.
- --------------------------------------------------------------------------------
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
During 1996, the Corporation engaged Grant Thornton LLP as the principal
accountant for the Corporation and its subsidiaries for 1996 through 1998. It is
expected that a representative of Grant Thornton LLP will be present at the
Annual Meeting, that the representative will have the opportunity to make a
statement if he desires to do so, and that he will be available to respond to
appropriate questions.
11
<PAGE> 14
- --------------------------------------------------------------------------------
COSTS OF SOLICITATION; FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The Corporation will bear the costs of soliciting proxies for the Annual
Meeting. The Corporation will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy materials to the beneficial owners of Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph, telephone or fax
(without compensation other than their regular compensation).
The Corporation's Annual Report to Stockholders for the year ended December
31, 1997, including financial statements, has been mailed to all stockholders of
record as of the close of business on the Record Date. Any stockholder who has
not received a copy of such Annual Report may obtain a copy by writing to the
Secretary of the Corporation. Such Annual Report is not to be treated as a part
of the proxy soliciting material or as having been incorporated herein by
reference.
GREATER COMMUNITY BANCORP
Edith A. Leonhard, Secretary
Totowa, New Jersey
March 13, 1998
12
<PAGE> 15
X Please mark your votes as in this example
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR Proposal 1, and the Proxies will be authorized to vote this Proxy
in their discretion upon such other business as may properly come before the
meeting.
1. ELECTION OF DIRECTORS (see reverse):
/ / FOR / / WITHHELD
For, except vote withheld from following nominees(s):
--------------------------------------------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
SIGNATURE(s) Date 1998
-------------------------------- -----------------
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH.
The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournments thereof. The signer hereby confers discretion
to the proxies to vote upon such other matters as may properly come before the
meeting.
<PAGE> 16
GREATER COMMUNITY BANCORP
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 21, 1998
The undersigned hereby appoints Toby W. Giardiello, Naqi A. Naqvi and Robin A.
Peterson, and each of them, as the undersigned's true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned
at the Annual Meeting of Stockholders of GREATER COMMUNITY BANCORP to be held
at the Corporation's headquarters located at 55 Union Boulevard, Totowa, New
Jersey, on Tuesday, April 21, 1998 at 4:00 p.m., and at any adjournment thereof,
on all matters coming before such meeting.
NOMINEES FOR THE ELECTION OF DIRECTORS:
ANTHONY M. BRUNO, JR., GEORGE E. IRWIN AND ALFRED R. URBANO
(THREE-YEAR TERMS)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE ABOVE PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
<PAGE> 17
GREATER COMMUNITY BANCORP
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON APRIL 21, 1998
The undersigned hereby appoints Toby W. Giardiello, Naqi A. Naqvi and Robin A.
Peterson, and each of them, as the undersigned's true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned
at the Annual Meeting of Stockholders of GREATER COMMUNITY BANCORP to be held
at the Corporation's headquarters located at 55 Union Boulevard, Totowa, New
Jersey, on Tuesday, April 21, 1998 at 4:00 p.m., and at any adjournment
thereof, on all matters coming before such meeting.
NOMINEES FOR THE ELECTION OF DIRECTORS:
ANTHONY M. BRUNO, JR., GEORGE E. IRWIN AND ALFRED R. URBANO
(three-year terms)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE ABOVE PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
<PAGE> 18
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposal 1, and the Proxies will be authorized to vote this Proxy in
their discretion upon such other business as may properly come before the
meeting.
FOR WITHHELD
1. ELECTION OF DIRECTORS [ ] [ ]
(see reverse):
For, except vote withheld from following nominee(s):
___________________________________________________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
SIGNATURE(S) ___________________________________ Date __________________, 1998
Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournments thereof. The signer hereby confers discretion
to the proxies to vote upon such other matters as may properly come before the
meeting.
